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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  S

Filed by a Party other than the Registrant  £

Check the appropriate box:

£	Preliminary Proxy Statement

£	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

S	Definitive Proxy Statement

£	Definitive Additional Materials

£	Soliciting Material under Rule 14a-12

GENCO SHIPPING & TRADING LIMITED

(Name of Registrant as Specified in Its Charter)

 

 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

S	No fee required

£	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

£	Fee paid previously with preliminary materials.

£	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Genco Shipping & Trading Limited

299 Park Avenue, 12th Floor

New York, New York 10171

(646) 443-8550

April 27, 2016

Dear Shareholder:

You are cordially invited to attend the 2016 Annual Meeting of Shareholders, which will be held at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY at 10:00 a.m. on Wednesday, May 18, 2016.  Your Board of Directors looks forward to greeting those shareholders that are able to attend.  On the following pages you will find the formal Notice of Annual Meeting and Proxy Statement.

At the Annual Meeting, you will be asked to (i) elect eight Directors; and (ii) ratify the appointment of Deloitte & Touche LLP as the company’s auditors for the fiscal year ending December 31, 2016.  Your Board of Directors recommends that you vote your shares “FOR” proposals (i) and (ii).  These proposals are more fully described in the accompanying proxy statement.

Whether or not you expect to attend the Annual Meeting, it is important that your shares be represented.  Please vote your shares using the internet or a toll-free telephone number, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card and you will receive in response to your request.  Instructions on using each of these voting methods are outlined in the proxy statement. Your cooperation will ensure that your shares are voted.

Thank you for your continued support.

 

Genco Shipping & Trading Limited

299 Park Avenue, 12^th Floor

New York, New York 10171

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 18, 2016

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Genco Shipping & Trading Limited, a Marshall Islands corporation (“Genco”), will be held on May 18, 2016 at 10:00 a.m. (local time), at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY  for the following purposes:

1.

To elect the eight directors named in the proxy statement to the Board of Directors of Genco;

2.

To ratify the appointment of Deloitte & Touche LLP as the independent auditors of Genco for the fiscal year ending December 31, 2016; and

3.

To transact such other business as may properly come before the Annual Meeting or at any adjournment or postponement thereof.

Shareholders of record at the close of business on March 21, 2016 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. A list of such shareholders will be available at the Annual Meeting.

 

Genco Shipping & Trading Limited

299 Park Avenue, 12th Floor

New York, New York 10171

(646) 443-8550

 

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 18, 2016

 

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This proxy statement is furnished to shareholders of Genco Shipping & Trading Limited (“Genco” or the “Company”) in connection with the solicitation of proxies, in the accompanying form, by the Board of Directors of Genco (the “Board”) for use in voting at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY, on May 18, 2016 at 10:00 a.m., and at any adjournment or postponement thereof.

This proxy statement, the accompanying form of proxy and the Notice of Internet Availability are first being mailed to shareholders on or about April 28, 2016.

VOTING RIGHTS AND SOLICITATION OF PROXIES

Purpose of the Annual Meeting

The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of Annual Meeting of Shareholders. Each proposal is described in more detail in this proxy statement.

Record Date and Outstanding Shares

The Board has fixed the close of business on March 21, 2016 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record at the close of business on that date will be entitled to vote at the Annual Meeting or any and all adjournments or postponements thereof.  As of March 21, 2016, Genco had issued and outstanding 73,544,994 shares of common stock. The common stock comprises all of Genco’s issued and outstanding voting stock.

Revocability and Voting of Proxies

Any person signing a proxy in the form accompanying this proxy statement has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by any of the following methods:

·

by writing a letter delivered to John C. Wobensmith, Secretary of Genco, stating that the proxy is revoked;

·

by submitting another proxy with a later date; or

·

by attending the Annual Meeting and voting in person.

Please note, however, that if a shareholder’s shares are held of record by a broker, bank or other nominee and that shareholder wishes to vote at the Annual Meeting, the shareholder must bring to the Annual Meeting a letter from the broker, bank or other nominee confirming that shareholder’s beneficial ownership of the shares.

 

All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxy.

If you are a shareholder of record and you properly sign, date and return a proxy card, but do not indicate how you wish to vote with respect to a particular nominee or proposal, then your shares will be voted “FOR” the election of such nominee and “FOR” the approval of each proposal.  If you indicate a choice with respect to any matter to be acted upon when voting via the Internet (or by telephone or on your returned proxy card) and you do not validly revoke it, your shares will be voted in accordance with your instructions. If you do not vote via the Internet or by telephone, or sign, date and return a proxy card, you must attend the annual meeting in person in order to vote.

If you hold your shares through an account with a bank or broker, your shares may be voted by the bank or broker if you do not provide specific voting instructions. Banks and brokers have the authority under New York Stock Exchange (“NYSE”) rules to vote shares for which their customers do not provide voting instructions on routine matters. The proposal to ratify the appointment of our independent auditors is a routine matter that is considered a “discretionary” item under NYSE rules. This means that banks and brokers may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions at least ten days before the date of the annual meeting.

The proposals to elect directors and to amend our second amended and restated articles of incorporation are non-routine matters for which brokers do not have discretionary voting power and for which specific instructions from beneficial owners are required. As a result, brokers are not allowed to vote on any of these proposals on behalf of beneficial owners if such owners do not return specific voting instructions.

Voting at the Annual Meeting

Each share of common stock outstanding on the Record Date will be entitled to one vote on each matter submitted to a vote of the shareholders, including the election of directors. Cumulative voting by shareholders is not permitted.

The presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast by the shareholders entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

For directions to be able to attend the meeting and vote in person, please contact us by sending an e-mail to finance@gencoshipping.com.

Solicitation

We will pay the costs relating to this proxy statement, the proxy and the Annual Meeting.   We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to beneficial owners.  Directors, officers and regular employees may also solicit proxies. They will not receive any additional pay for the solicitation.

 

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to Be Held May 18, 2016.

Our Proxy Statement and Annual Report to Shareholders are

available at www.proxyvote.com.

Your vote is important. Thank you for voting.

 

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Under Genco’s Certificate of Incorporation, as amended, all members of the Board of Directors currently have terms expiring at the 2016 Annual Meeting.  The Board of Directors has nominated the directors currently serving on the Board of Directors, Peter C. Georgiopoulos, Eugene I. Davis, James G. Dolphin, Peter Kirchof, Kevin Mahony, Basil G. Mavroleon, Arthur L. Regan, Bao D. Truong, for election or re-election to serve as directors of the Company for a one-year term until the 2017 Annual Meeting of Shareholders of the Company and until their successors are elected and qualified or until their earlier resignation or removal.  Although management has no reason to believe that the nominees will not be available as candidates, should such a situation arise, proxies may be voted for the election of such other persons as the holders of the proxies may, in their discretion, determine.

Directors are elected by a plurality of the votes cast at the Annual Meeting, either in person or by proxy. Votes that are withheld will be excluded entirely from the vote and will have no effect.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION (ITEM 1 ON THE ENCLOSED PROXY CARD) OF THE NOMINEES AS  DIRECTORS.

Nominee Information

The following table sets forth information regarding the nominees for election or re-election as directors:

Peter C. Georgiopoulos has served as Chairman and as a director of Genco since Genco’s inception. Since 2015, Mr. Georgiopoulos has served as Chairman and Chief Executive Officer of Gener8 Maritime, Inc., an NYSE-listed provider of international seaborne crude oil transportation services, and was its Chairman from 2008 to 2015.  Prior to that, he served as Chairman and Chief Executive Officer of General Maritime Corporation, now a subsidiary of Gener8 Maritime, Inc., and its predecessors from 1997 to 2008.  Mr. Georgiopoulos is also Chairman and a director of Aegean Marine Petroleum Network, Inc., a company listed on the New York Stock Exchange. Mr. Georgiopoulos has also served as chairman of the board of directors and a director of Baltic Trading from March 2010 until Baltic Trading’s merger with Genco on July 17, 2015. From 1991 to 1997, he was the principal of Maritime Equity Management, a ship-owning and investment company that he founded in 1991. From 1990 to 1991, he was affiliated with Mallory Jones Lynch & Associates, an oil tanker brokerage firm. From 1987 to 1990, Mr. Georgiopoulos was an investment banker at Drexel Burnham Lambert. Before entering the investment banking business, he had extensive experience in the sale, purchase and chartering of vessels while working for shipowners in New York and Piraeus, Greece. Mr. Georgiopoulos is a member of the American Bureau of Shipping. He holds an MBA from Dartmouth College. As a result of these and other professional experiences, Genco believes Mr. Georgiopoulos possesses knowledge and experience regarding Genco’s history and operations and the shipping industry, finance and capital markets, that strengthen the Board’s collective qualifications, skills and experience.

Eugene I. Davis has served as a director of Genco since July 21, 2014. Mr. Davis has been the Chairman and Chief Executive Officer of Pirinate Consulting Group LLC, a privately held consulting firm, since 1999. Pirinate specializes in turnaround management, merger and acquisition consulting and strategic planning advisory services for public and private business entities. Mr. Davis currently serves as a director of Spectrum Brands Holdings, Inc., Harbinger Group Inc., WMI Holdings Corp. and U.S. Concrete, Inc. Mr. Davis holds a Bachelor of Arts in International Politics from Columbia University, Columbia College, a Masters in International Affairs, International

 

Law and Organization from Columbia University’s School of International Affairs, and Juris Doctor from the Columbia University’s School of Law. Mr. Davis serves on the Executive Committee of the Columbia College Alumni Association. As a result of these and other professional experiences, Genco believes Mr. Davis possesses knowledge and experience regarding general business and finance that strengthen the Board’s collective qualifications, skills and experience.

James G. Dolphin has served as a director of Genco since July 21, 2014. Mr. Dolphin has served as the Managing Director and President of AMA Capital Partners, LLC, since 2001. AMA is a leading shipping and offshore merchant bank and advisor. Prior to joining AMA, Mr. Dolphin served as a Principal of Booz Allen Hamilton, serving as the leader of their commercial freight management consultancy practice. Mr. Dolphin also served as a Transportation Executive with First National Bank of Maryland. Mr. Dolphin served as a member of the Board of Directors of Remedial Cayman Limited from 2010 to 2014. Mr. Dolphin received his B.A. in Economics and Managerial Studies from Rice University. As a result of these and other professional experiences, Genco believes Mr. Dolphin possesses knowledge and experience regarding the shipping industry, ship finance, and general business matters that strengthen the Board’s collective qualifications, skills and experience.

Peter Kirchof has served as a director of Genco since February 17, 2016.  Mr. Kirchof has been a Managing Director of global investment firm Strategic Value Partners LLC, or SVP, since 2015.  SVP and its affiliates beneficially own a significant percentage of the Company’s common stock.  From 2014 to 2015, he was a Managing Director at merchant bank Gregory and Hoenemeyer, Inc.  Prior to that, Mr. Kirchof spent ten years at Cerberus Capital Management as the senior operating executive leading teams responsible for value creation in the firm’s portfolio companies across all operating divisions. Earlier in his career, he had a series of senior management roles in finance, marketing, strategy and operating groups at PepsiCo and Nestle. Mr. Kirchof began his career at ABN AMRO Capital Markets as a corporate officer in Chicago. He received his Bachelor of Science degree in Finance and Accounting from Miami University in Oxford, Ohio.  As a result of these and other professional experiences, Genco believes Mr. Kirchof possesses knowledge and experience regarding general business, finance, and strategic planning that strengthen the Board’s collective qualifications, skills and experience.  Furthermore, given Mr. Kirchof’s relationship with SVP, Genco believes he will provide the Board with the perspective of a significant stockholder.  Mr. Kirchof was recommended to serve on the Board by SVP.

Kevin Mahony has served as a director since September 16, 2015.  Mr. Mahony is an Associate at Centerbridge Partners, L.P. (“Centerbridge”), which he joined in July 2014. Prior to joining Centerbridge, Mr. Mahony was an Associate at Oaktree Capital Management in its Global Principal Group from 2012 to 2014 and an investment banking Analyst at Lazard in its Restructuring Group from 2010 to 2012.  Mr. Mahony graduated from the University of Virginia with a B.S. in Commerce with concentrations in finance, management and a track in entrepreneurship and a B.A. in Art History. As a result of these and other professional experiences, Genco believes Mr. Mahony possesses knowledge and experience regarding general business and finance that strengthen the Board’s collective qualifications, skills and experience.  Furthermore, given Mr. Mahony’s relationship with Centerbridge, Genco believes he will provide the Board with the perspective of a significant stockholder.

Basil G. Mavroleon has served as a director since July 17, 2015. Mr. Mavroleon served as a director of Baltic Trading from March 15, 2010 until Baltic Trading’s merger with our Company on July 17, 2015.  Mr. Mavroleon also served as a director of our Company from July 27, 2005 to July 9, 2014.  Mr. Mavroleon has been employed in the shipping industry for the last 42 years. Since 1970, Mr. Mavroleon has worked at Charles R. Weber Company, Inc., one of the oldest and largest tanker brokerages and marine consultants in the United States.  Mr. Mavroleon was Managing Director of Charles R. Weber Company, Inc. for twenty-five years and held the position of Manager of the Projects Group thereafter for five years from January 2009 until April 2013.  Mr. Mavroleon also serves as Managing Director of WeberSeas (Hellas) S.A., a comprehensive sale and purchase, newbuilding, marine projects and ship finance brokerage based in Piraeus, Greece.  Since its inception in 2003 through its liquidation in December 2005, Mr. Mavroleon served as Chairman of Azimuth Fund Management (Jersey) Limited, a hedge fund that dealt with tanker freight forward agreements and derivatives.  Mr. Mavroleon is a member of the Baltic Exchange, is on the board of the Associate Membership Committee of Intertanko, a member of the Association of Ship Brokers and Agents, is on the advisory board of NAMMA (North American Maritime Ministry Association), is a director emeritus of NAMEPA (North American Marine Environmental Protection Association), and is Chairman of the New York World Scale Committee.  Mr. Mavroleon is a member of the Hellenic Chamber of Commerce, the Connecticut Maritime Association, NYMAR (New York Maritime Inc.), the Maritime Foundation Knowledge Center, honorary director of the Connecticut Maritime Association Education Foundation (CAMEF), and serves on the board of trustees of the Maritime Aquarium, Norwalk, CT.  Mr. Mavroleon was educated at Windham College, Putney, VT. As a result

 

of these and other professional experiences, we believe Mr. Mavroleon possesses knowledge and experience regarding the shipping industry, ship finance, and general business matters that strengthen the Board’s collective qualifications, skills and experience.

Arthur L. Regan has served as a director of Genco since February 17, 2016.  Mr. Regan is currently an Operating Partner with Apollo Investment Consulting LLC. Since 2010, Mr. Regan has been the President, Chief Executive Officer and a Director of Principal Maritime Management, LLC, a wholly owned portfolio company of Apollo Global Management, LLC, or Apollo, which has directly managed and advised Apollo on investments across the shipping industry.  Affiliates of Apollo beneficially own a significant percentage of the Company’s common stock.  From 2010 to 2015, Mr. Regan was President, Chief Executive Officer, and a Director of Veritable Maritime Holdings LLC, an international shipowning entity funded principally by affiliates of Apollo.  Mr. Regan has more than 30 years of experience in the shipping industry in executive roles, including as President and Chief Executive Officer of Arlington Tankers Ltd. from 2004 to 2008, which was listed on the New York Stock Exchange. Mr. Regan is a graduate of the State University of New York Maritime College at Fort Schuyler with a Bachelor of Science degree in Marine Transportation and Management. Mr. Regan began his shipping career sailing as an officer on merchant tankers and dry bulk vessels for over ten years, completing his sea service as Master Mariner. He is currently a Member of the North American Panel Committee of the Classification Society DNV-GL.  As a result of these and other professional experiences, Genco believes Mr. Regan possesses knowledge and experience regarding general business, finance, and the shipping industry that strengthen the Board’s collective qualifications, skills and experience.  Furthermore, given Mr. Regan’s relationship with Apollo, Genco believes he will provide the Board with the perspective of a significant stockholder.  Mr. Regan was recommended to serve on the Board by Apollo.

Bao D. Truong has served as a director of Genco since July 21, 2014. Mr. Truong is a Senior Managing Director at Centerbridge, which he joined in 2010. Prior to joining Centerbridge, Mr. Truong was a Managing Director and Partner in the credit business of Fortress Investment Group LLC. While at Fortress from 2004 to 2010, Mr. Truong was engaged principally in public market investments across the corporate capital structure, with a focus on distressed and special situations. Prior to his time at Fortress, Mr. Truong was a member of the distressed/high-yield research and trading business of Lehman Brothers Inc. Mr. Truong graduated magna cum laude from the University of Pennsylvania, where he was a Benjamin Franklin Scholar, with degrees in Finance (Wharton) and Computer Science & Engineering. He received his M.B.A. from Harvard Business School. Mr. Truong serves on the Board of Directors of Alinta Holdings. As a result of these and other professional experiences, Genco believes Mr. Truong possesses knowledge and experience regarding general business and finance that strengthen the Genco Board’s collective qualifications, skills and experience.  Furthermore, given Mr. Truong’s relationship with Centerbridge, Genco believes he will provide the Board with the perspective of a significant stockholder.

As noted above, Mr. Georgiopoulos serves as an executive officer of Gener8 Maritime, Inc.  On November 17, 2011, General Maritime and substantially all of its subsidiaries filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code.  On April 21, 2014, Genco and its subsidiaries other than Baltic Trading and its subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code.

Corporate Governance

Governance Materials - All of the Company’s corporate governance materials, including the committee charters of the Board and the Company’s Corporate Governance Guidelines, are published on the Corporate Governance section of the Company’s website under “Investor” at www.gencoshipping.com.  These materials are also available in print to any shareholder upon request. The Board regularly reviews corporate governance developments and modifies its committee charters as warranted.  Any modifications are reflected on the Company’s website.

Director Independence—It is the Genco Board’s objective that a majority of the Genco Board consists of independent directors. For a director to be considered independent, the Genco Board must determine that the director does not have any material relationship with Genco. The Genco Board follows the criteria set forth in applicable NYSE listing standards to determine director independence. The Genco Board will consider all relevant facts and circumstances in making an independence determination.

All members of the Genco Audit, Compensation and Nominating, Corporate Governance, and Conflicts Committees must be independent directors as defined by applicable NYSE listing standards. Members of the Genco Audit Committee must also satisfy a separate SEC independence requirement, which provides that they may not

 

accept directly or indirectly any consulting, advisory or other compensatory fee from Genco or any of its subsidiaries other than their director compensation.

The independent directors of Genco are Eugene I. Davis, James G. Dolphin, Peter Kirchof, Basil G. Mavroleon, and Arthur L. Regan. In determining that Mr. Mavroleon is independent, the Board considered that Mr. Mavroleon is an independent contractor of WeberSeas (Hellas) S.A. ("WeberSeas"), which Genco’s subsidiary Baltic Trading engaged as a broker in a potential vessel transaction. The Board deemed Mr. Mavroleon's relationship with WeberSeas not to be material, as Mr. Mavroleon did not receive any payment or other economic benefit from the potential transaction and did not participate in the potential transaction.  The Board has determined that each of the members of the Audit, the Compensation and the Nominating, Corporate Governance, and Conflicts Committees, respectively, are independent as defined in the applicable NYSE listing standards.

Code of Ethics—All directors, officers, employees and agents of Genco must act ethically at all times and in accordance with the policies comprising Genco’s code of ethics set forth in the its Code of Ethics. Under Genco’s Code of Ethics, the Genco Board will only grant waivers for a director or an executive officer in limited circumstances and where circumstances would support a waiver. Such waivers may only be made by the Audit Committee.

Genco’s Code of Ethics is available on Genco’s website at www.gencoshipping.com and is available in print to any shareholder upon request. Genco intends to provide any disclosures regarding the amendment or waiver of its Code of Ethics on its website.

Communicating Concerns to Directors—Shareholders or other interested parties may communicate directly with any individual director, with the Genco Board as a group, with the Chairman or other presiding director for the non-management directors, or with non-management directors as a group pursuant to Section 303A.03 of the NYSE’s Listed Company Manual. All of Genco’s directors are currently non-management directors. All communications should be in writing and should be addressed to the intended recipient(s), c/o John C. Wobensmith, Secretary, 299 Park Avenue, 12th Floor, New York, New York 10171. Once the communication is received by the Secretary, the Secretary reviews the communication. Communications that comprise advertisements, solicitations for business, requests for employment, requests for contributions or other inappropriate material will not be forwarded to Genco’s directors. Other communications are promptly forwarded to the addressee.

Board Meetings and Committees

During fiscal year 2015, there were ten meetings of the Genco Board of Directors. A quorum of Directors was present, either in person or telephonically, for all of the meetings. Actions were also taken during the year by unanimous written consent of Genco’s directors. All directors attended at least 75% of the aggregate of the total number of meetings of the Genco Board of Directors and the total number of meetings of all Committees of the Genco Board of Directors on which they served. Genco encourages all directors to attend each annual meeting of shareholders.

Genco’s Audit Committee was comprised of Eugene Davis, James G. Dolphin and Michael J. Leffell during fiscal years 2015 and 2016 until the resignation of Mr. Leffell and appointment of Arthur L. Regan to the Audit Committee on February 17, 2016.  All of these directors qualify (or qualified) as independent under the listing requirements of the NYSE and are (or were) financially literate. Mr. Davis is also a financial expert as defined under Item 401(h)(2) of Regulation S-K. Please refer to Mr. Davis’ biographical information on page 4 for his relevant experience. Through its written charter, Genco’s Audit Committee has been delegated the responsibility of reviewing with the independent auditors the plans and results of the audit engagement, reviewing the adequacy, scope and results of the internal accounting controls and procedures, reviewing the degree of independence of the auditors, reviewing the auditor’s fees and recommending the engagement of the auditors to the full Board. During fiscal year 2015, Genco’s Audit Committee held 11 meetings.

Genco’s Compensation Committee was comprised of Ian R. Ashby, Eugene Davis and Michael J. Leffell during fiscal years 2015 and 2016 until the resignation of Messrs. Ashby and Leffell on February 17, 2016.  On April 27, 2016, Peter Kirchof and Arthur L. Regan were appointed to the Compensation Committee.  All of these directors qualify (or qualified) as independent under the listing requirements of the NYSE, and none of them is (or was) an employee of Genco. Through its written charter, Genco’s Compensation Committee administers Genco’s equity

 

incentive plans and other corporate benefits programs. Genco’s Compensation Committee also considers from time to time matters of compensation philosophy and competitive status, and also reviews, approves, or recommends executive officer bonuses, equity grants and other compensation. Genco’s Compensation Committee generally does not delegate its authority, although Genco’s officers are responsible for the day-to-day administration of Genco’s 2014 Management Incentive Plan and 2015 Equity Incentive Plan. Genco’s Compensation Committee’s primary processes for establishing and overseeing executive compensation can be found under “Compensation Discussion and Analysis” below. Directors’ compensation is established by the Genco Board of Directors upon the recommendation of Genco’s Compensation Committee. During fiscal year 2015, Genco’s Compensation Committee held two meetings.

Genco’s Nominating, Corporate Governance, and Conflicts Committee was comprised of James G. Dolphin, Ian R. Ashby and Michael J. Leffell during fiscal years 2015 and 2016 until the resignation of Messrs. Ashby and Leffell on February 17, 2016.   On April 18, 2016, Peter Kirchof and Basil G. Mavroleon were appointed to the Nominating, Corporate Governance, and Conflicts Committee.  All of these directors qualify (or qualified) as independent under the listing requirements of the NYSE, and none of them is (or was) an employee of Genco. Through its written charter, the Nominating, Corporate Governance, and Conflicts Committee assists the Board in identifying qualified individuals to become Board members, in determining the composition of the Board and its committees, in monitoring a process to assess Board effectiveness and in developing and implementing Genco’s corporate governance guidelines. When a vacancy exists on the Board, or when the Board determines to add an additional director, the Nominating, Corporate Governance, and Conflicts Committee seeks out appropriate candidates from various sources, which may include directors, officers, employees and others. The Committee may use consultants and search firms who may be paid fees for their assistance in identifying and evaluating candidates, but has not done so to date. The Committee does not have a set of minimum, specific qualifications that must be met by a candidate for director and will review the candidate’s background, experience and abilities, and the contributions the candidate can be expected to make to the collective functioning of the Board and the needs of the Board at the time. The Committee considers candidates based on materials provided, and will consider whether an interview is appropriate. The Committee will consider shareholder recommendations of director candidates, which should be sent to the attention of the corporate secretary at Genco headquarters, on the same basis. During fiscal year 2015, the Nominating, Corporate Governance, and Conflicts Committee held four meetings.

As noted above, the Nominating, Corporate Governance, and Conflicts Committee considers many factors when determining the eligibility of candidates for nomination to the Board. The Committee does not have a diversity policy; however, in the event of a vacancy, the Committee’s goal is to nominate candidates from a broad range of experiences and backgrounds who can contribute to the Board’s overall effectiveness in meeting its mission.

Executive Sessions

Under the Corporate Governance Guidelines that Genco adopted to assure free and open discussion and communication among the non-management directors, the non-management directors will seek to meet at least annually and may meet as the non-management directors deem appropriate. In addition, if there are any non-management directors who are not independent directors, the independent directors shall meet in executive session at least once each year. The presiding director at any executive session with the non-management or independent directors will be the Chairman if the Chairman is present and is a non-management or independent director (as applicable) and will otherwise be selected by a majority of the non-management or independent directors (as applicable) present at the meeting. All of Genco’s directors are currently non-management directors, and three executive sessions of independent directors were held in fiscal year 2015.

Board Leadership Structure

As noted above, Genco’s Board is currently comprised of five independent and three non-independent directors. Genco recognizes that different Board leadership structures may be appropriate for Genco during different periods of time and under different circumstances. Genco believes that its current Board leadership structure is suitable for Genco because it allows Genco to consider a broad range of opinions in the course of its Board deliberations, including those with knowledge of Genco’s day-to-day operations and business strategy, as well as those with an experienced independent viewpoint.

Genco’s Board does not have a policy on whether or not the roles of President and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the

 

non-employee Directors or be an employee. Genco’s Board believes that it should have the flexibility to make a determination from time to time in a manner that is in the best interests of Genco and its shareholders at the time of such determination.

Genco’s Board has placed the responsibilities of Chairman with a non-employee member of the Board, which Genco believes fosters accountability between Genco’s Board and Genco’s management team. Genco’s Chairman has been closely involved with Genco since its founding. Given his unique knowledge, experience and relationship with the Board, Genco believes his continued service as Chairman provides significant value to Genco and its shareholders, and that it is beneficial for Genco’s Chairman to lead its Board members as they provide leadership to its management team. In addition, Genco’s Chairman contributes significantly to developing and implementing Genco’s strategy; facilitating communication among the directors; developing Board meeting agendas in consultation with management; and presiding at Board and shareholder meetings. This delineation of duties allows the President to focus his attention on managing the day-to-day business of Genco.

Genco’s Corporate Governance Guidelines provide the flexibility for Genco’s Board to modify or continue Genco’s leadership structure in the future, as it deems appropriate.

Risk Oversight

Genco’s Board believes that oversight of Genco’s risk management efforts is the responsibility of the entire Board. It views risk management as an integral part of Genco’s strategic planning process. The subject of risk management is regularly discussed at Board meetings with Genco’s President and Chief Financial Officer. Additionally, the charters of certain of the Board’s committees assign oversight responsibility for particular areas of risk. For example, Genco’s Audit Committee oversees management of risks related to accounting, auditing and financial reporting and maintaining effective internal controls for financial reporting. Genco’s Nominating, Corporate Governance, and Conflicts Committee oversees risk associated with Genco’s Corporate Governance Guidelines and Code of Ethics, including compliance with listing standards for independent directors, committee assignments and conflicts of interest. Genco’s Compensation Committee oversees the risk related to Genco’s executive compensation plans and arrangements.

MANAGEMENT

Executive Officers

The following tables set forth certain information with respect to the executive officers of Genco other than Peter C. Georgiopoulos, for whom information is set forth above under the heading “Board of Directors”:

John C. Wobensmith has served as our President since December 19, 2014.  From April 2005 until his appointment as President, he served as our Chief Financial Officer and Principal Accounting Officer.  From 2010 until Baltic Trading’s merger with our Company on July 17, 2015, Mr. Wobensmith served as President, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of Baltic Trading.  He has also served as a director of Ultrapetrol (Bahamas) Limited, a marine transportation company, since March 2016.  Mr. Wobensmith has over 20 years of experience in the shipping industry.  Before becoming our Chief Financial Officer, Mr. Wobensmith served as a Senior Vice President with American Marine Advisors, Inc., an investment bank focused on the shipping industry. While at American Marine Advisors, Inc., Mr. Wobensmith was involved in mergers and acquisitions, equity fund management, debt placement and equity placement in the shipping industry. From 1993 through 2000, he worked in the international maritime lending group of The First National Bank of Maryland, serving as a Vice President from 1998. Mr. Wobensmith has a bachelors degree in economics from St. Mary’s College of Maryland.  He also currently serves on the Board of Trustees and as Treasurer of the Board at St. Mary’s College of Maryland.  Mr. Wobensmith holds the Chartered Financial Analyst designation.

 

Apostolos Zafolias has served as Genco’s Chief Financial Officer since December 19, 2014. Mr. Zafolias has been employed with Genco since May 2005. Since July 2013, Mr. Zafolias has served as Genco’s Executive Vice President of Finance, playing an integral part in the execution of its finance strategy. Mr. Zafolias has approximately 10 years of experience in the shipping industry with a focus on mergers and acquisitions, commercial bank financing, debt and equity capital markets transactions, and SEC reporting. Before being appointed Executive Vice President of Finance, Mr. Zafolias held various finance leadership positions at Genco. He has a bachelor of science degree from Babson College and holds the Chartered Financial Analyst designation.

Joseph Adamo has served as Genco’s Chief Accounting Officer since December 19, 2014. Mr. Adamo has been employed with Genco since June 2005. Mr. Adamo’s initial position with Genco was Controller until April 2010, when he was promoted to Treasurer and Controller. Mr. Adamo is responsible for overseeing Genco’s accounting department, including certain filings with the SEC. Prior to joining Genco, Mr. Adamo was a turnaround consultant providing restructuring advisory services to distressed companies. Prior to that, Mr. Adamo served as Chief Financial Officer for two private companies. Mr. Adamo started his career in public accounting working for Price Waterhouse, currently PriceWaterhouseCoopers LLP. He has a bachelor’s degree in accounting from Pace University and is a licensed Certified Public Accountant.

As described above, Mr. Wobensmith serves as an executive officer of Genco.  On April 21, 2014, Genco and its subsidiaries other than Baltic Trading and its subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section describes Genco’s compensation program as it relates to its Chairman, Peter C. Georgiopoulos; its President, John C. Wobensmith; its Chief Financial Officer, Apostolos D. Zafolias; and its Chief Accounting Officer, Joseph Adamo, all of whom Genco refers to together as Genco’s “named executives.” Genco treats Peter C. Georgiopoulos as an executive officer of Genco for securities laws purposes, although he is not currently an employee or a corporate officer and is not paid a salary. Messrs. Zafolias and Adamo assumed the roles of Chief Financial Officer and Chief Accounting Officer, respectively, on December 19, 2014 and were not named executives prior to such time.

Detailed compensation information for each of the named executives is presented in the tables following this discussion in accordance with SEC rules.

How Compensation is Determined 

Role of Compensation Committee.    Genco’s executive compensation program is overseen by Genco’s Compensation Committee. During 2015, Genco’s Compensation Committee was composed of three non-employee directors, Ian Ashby, Eugene Davis and Michael J. Leffell. The Compensation Committee:

•

reviews, designs and recommends to Genco’s Board for approval and administers Genco’s compensation plans and policies;

 

•

reviews and approves the corporate goals and objectives relevant to the compensation of Genco’s executive officers, and evaluates corporate performance and the performance of each of Genco’s executives; and

•

recommends to Genco’s Board the compensation (cash and equity) of Genco’s executive officers and selected other executives.

Each year, Genco’s Compensation Committee evaluates each named executive to determine if changes in compensation are appropriate. As part of this process, Genco’s Compensation Committee reviews tally sheets and other summaries that include the following information, as applicable for each individual:

 

•

salary, bonus, and other cash compensation;

•

prior grants of equity-based awards; and

•

the value of benefits and perquisites.

Role of Compensation Consultant.    In March 2015, Genco’s Compensation Committee retained Lyons, Benenson & Company Inc. (“LB&Co.”), an independent compensation consultant, to assist and advise Genco’s Compensation Committee with respect to several aspects of Genco’s executive compensation programs and corporate governance. The services that LB&Co. was retained for include:

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Reviewing and advising Genco on its compensation philosophy, strategy and program;

 

•

Analyzing the appropriateness of the compensation comparator group;

•

Providing and analyzing competitive market compensation data;

•

Analyzing the effectiveness of the existing compensation programs and making recommendations, as appropriate;

•

Assisting in the negotiation of executive employment agreements, as applicable;

•

Providing advice and counsel on best practices in compensation and corporate governance, and keeping the company and Genco’s Compensation Committee apprised of trends, developments, legislation and regulations affecting executive and director compensation; and

•

Conducting a risk assessment of Genco’s incentive compensation programs and making recommendations, as appropriate.

Compensation Consultant Independence.    As required by rules adopted by the SEC under the Dodd-Frank Wall Street Reform And Consumer Protection Act, Genco’s Compensation Committee has considered the relevant factors (including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and has determined that LB&Co. is independent and has no conflicts of interest.

 Role of Management.    The Compensation Committee consults with Genco’s senior executives regarding their views on their compensation and the compensation of those who report to them directly or indirectly. However, Genco’s Compensation Committee makes the final recommendation to Genco’s Board with respect to each executive’s compensation. None of Genco’s named executives determines his own compensation.

Competitive Marketplace Assessment.    In order to assess the competitiveness of Genco’s executive compensation, Genco’s Compensation Committee reviews the compensation arrangements of executives at certain other publicly-traded drybulk and other shipping companies for which executive compensation information is publicly available.  The comparator group that Genco’s Compensation Committee uses comprises 18 such companies, listed below. The Compensation Committee believes the compensation information from the comparator group can be helpful, but recognizes that benchmarking data is not always definitive and can be subject to significant change from one year to the next. The Compensation Committee uses this information as a general frame of reference only and does not target Genco’s executive compensation to a specific percentile, instead using company and individual performance as the primary drivers of compensation levels; Genco’s Compensation Committee did not use the comparator group in making its compensation decisions with respect to the annual bonus for 2015. The Compensation Committee, assisted by LB&Co., has reviewed the compensation comparator group annually.

 

 

Genco’s Compensation Philosophy 

Genco’s executive compensation program is designed to attract, motivate and retain a talented team of executives who will enable Genco to compete successfully with other drybulk shipping companies. Genco seeks to accomplish this goal in a way that aligns Genco’s executives’ interests with those of its shareholders and encourages and rewards Genco’s executives for achievement of Genco’s annual and longer-term performance objectives.

Historically, in light of the cyclical nature of the shipping industry and the volatile and unpredictable markets in which Genco operates, Genco has not established specific performance targets for incentive compensation to Genco’s named executives, and compensation levels generally have not been determined through a benchmarking process. Instead, the compensation of Genco’s senior executives has been generally determined or recommended by Genco’s Compensation Committee, in its discretion, following a review of Genco’s performance and individual contributions to the prior year’s performance. In taking this approach, Genco’s Compensation Committee has historically sought to calibrate performance-based incentive compensation paid to retroactive performance assessments and potentially variable market conditions. The amount of compensation for each named executive has historically been determined retroactively, based on Genco’s Compensation Committee’s assessment of Genco’s performance, each named executive’s individual performance and contributions to improving shareholder value, and his or her level of responsibility and management experience. The factors affecting these compensation decisions for the named executives included:

•

key financial and statistical measurements;

•

the design and implementation of a finance strategy for Genco, including obtaining or renegotiating financing on favorable terms in a difficult market environment;

•

strategic objectives such as acquisitions, dispositions or joint ventures, including Genco’s ability to acquire and dispose of individual vessels on favorable terms; and

•

the achievement of operational goals for Genco or a particular area of responsibility for the named executive, such as operations or chartering.

Compensation Objectives

Genco’s compensation program is rooted in the principles inherent in “pay for performance” In particular, Genco has designed its compensation program to:

•

attract, motivate, retain and reward those executives and managers who have the necessary experience and subject-matter expertise to deliver sustained improvements in shareholder value;

•

compensate each executive and manager competitively based upon the scope and impact of his or her position as it relates to the success of Genco and on the potential of each employee to assume increasing responsibility within Genco; and

•

align the interests of Genco’s executives with those of Genco’s shareholders through the use of performance-based short- and long-term incentive awards tied to the achievement of corporate goals and objectives.

 

Elements Of Compensation 

The compensation program for the named executives consists of three main elements:

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Fixed compensation comprised of base salaries or, in the case of Mr. Georgiopoulos, fees for his services;

•

Short-term (annual) incentives payable in cash on the basis of annual achievement; and

•

Long-term (equity) incentives.

The named executives (other than Mr. Georgiopoulos) are also eligible to participate in Genco’s health and other broad-based programs on the same basis as other U.S. employees and are eligible for paid time off and paid holidays.

Fixed Compensation

Base Salary and Chairman’s Fee.    Base salaries (or, in the case of Mr. Georgiopoulos, fees for his services) for the named executives are determined as follows:

•

the breadth, scope and complexity of the functions performed by each named executive;

•

individual performance, skills, and experience;

•

the competitive labor market for the position; and

•

internal equity considerations.

 

Base salaries and, in the case of Mr. Georgiopoulos, fees, are reviewed annually, and may be adjusted to reflect:

 

•

merit increases in instances where individual performance, skills, and experience warrant such an adjustment;

•

promotions or significant changes in the scope of the position; or

•

market adjustments to reflect the competitive labor market for the position.

Variable Incentive Compensation

In support of Genco’s commitment to align compensation with demonstrated performance, a significant portion of the compensation paid to its named executives is incentive-based. Genco’s incentive compensation program has been designed to recognize scope of responsibilities, reward demonstrated performance and leadership, motivate future performance, align the interests of the executive with Genco’s shareholders and retain the executives through the term of the equity awards, which has historically been for three to four years. Historically, Genco’s Compensation Committee has made incentive compensation decisions based upon considerations of Genco’s financial results, the state of its operations and its strategic accomplishments during the year, and the accomplishments and contributions of its named executives at the end of Genco’s fiscal year. Following this assessment, variable incentive compensation, in the forms of cash and restricted stock, has been awarded to Genco’s named executives.

Cash Incentive Awards.    Genco’s Chairman and President make recommendations for all eligible participants, other than themselves, at the end of each fiscal year. The Compensation Committee then considers the recommended amounts and either modifies or recommends them to the full Board for approval.

 

Restricted Stock Awards.    Genco does not have a specific policy governing the timing of restricted stock grants but has generally made one grant per year at the end of the calendar year. The Compensation Committee considers the grant size and form of award when making award decisions.

For 2015, Messrs. Georgiopoulos and Wobensmith each received grants of restricted stock awards.  Restrictions on the shares awarded will lapse ratably in one-third increments on the first three anniversaries of November 15, 2015.  The restrictions applicable to the shares granted to these named executives will also lapse in full upon a change of control.  These grants were made in order to align the interests of the named executives with Genco’s shareholders to incentivize the named executives in future value creation.

Historically, during the restricted period, unless otherwise determined by Genco’s Compensation Committee, each restricted stock grant has entitled the named executive to receive payments for any dividends declared and paid on Genco’s common stock. As the executives share commensurately with other shareholders in receiving dividends, they likewise share in the recognition of the current income generation and future change in stock price. However, if any such restricted shares do not vest, the holders of the non-vesting shares must repay any dividends that were paid to them on the non-vesting shares unless Genco’s Board or Genco’s Compensation Committee determines otherwise.

Other Elements

Benefits.    Genco’s named executives (other than Mr. Georgiopoulos) are eligible under the same plans as all other U.S. employees for medical, dental, vision, and disability insurance and are eligible for paid time off and paid holidays. Additionally, Genco matches the 401(k) contributions of Messrs. Wobensmith, Zafolias, and Adamo up to the maximum allowed per year, which was $18,603 in 2015, and Genco pays premiums on life insurance and long-term disability insurance for Mr. Wobensmith. Genco believes these benefits are reasonable, competitive and consistent with Genco’s overall executive compensation program.

2015 Equity Incentive Plan

Genco has adopted a 2015 Equity Incentive Plan that provides for equity awards with respect to shares of Genco’s common stock in the form of non-qualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, or unrestricted stock. Awards are available to officers, directors, and executive, managerial, administrative and professional employees of and consultants to Genco or any subsidiary or joint venture of Genco.  The other terms and conditions of its 2015 Equity Incentive Plan are substantially similar to those of its 2012 Equity Incentive Plan and 2005 Equity Incentive Plan under which Genco historically made previous equity awards.

Compensation for Genco’s Named Executives for 2015 

The specific compensation decisions made for each of the named executives for 2015 reflect the achievement of operational, technical, and commercial successes.  Genco’s Compensation Committee reviewed all aspects of Genco’s 2015 performance and determined that each of its named executives provided leadership and managerial expertise that enabled Genco to navigate the very difficult and challenging drybulk shipping industry.  The Compensation Committee assessed performance relative to expectations, consulted with other Board members, and determined that the cash and equity awards described below were appropriate. 

Peter C. Georgiopoulos.    Genco’s Compensation Committee believes that Mr. Georgiopoulos’ experience, expertise, and strategic leadership were, and will continue to be, particularly valuable to Genco as it navigates the difficult drybulk shipping market. In determining compensation for Genco’s Chairman, Genco’s Compensation Committee considers Mr. Georgiopoulos’ annual director compensation for his service on Genco’s Board. With respect to fiscal year 2015, Mr. Georgiopoulos received no salary from Genco but received a Chairman’s fee for his services of $500,000.    The Compensation Committee took into account Mr. Georgiopoulos’ efforts and extensive relationships with shipping industry lenders that enabled Genco to obtain bank consents necessary to consummating the business combination between Genco and Baltic Trading and to enter into its credit facility with certain funds managed or advised by Hayfin Capital Management, Breakwater Capital Ltd, or their nominee, as lenders (the “$98 Million Credit Facility”).  Given Mr. Georgiopoulos’ role as the strategic leader of the Company, the Compensation

 

Committee deemed it appropriate for the majority of his incentive compensation to be comprised of restricted stock in order to continue to align his interests and objectives with those of Genco’s shareholders.  In recognition of his efforts and accomplishments, Genco’s Compensation Committee recommended, and Genco’s Board approved, a discretionary bonus to Mr. Georgiopoulos of $100,000 and a restricted stock grant of 408,163 shares of common stock, representing a grant having a value of $200,000 divided by the closing price of Genco’s stock reported on the NYSE on February 10, 2016, of $0.49, with fractional shares rounded down.

John C. Wobensmith.    For fiscal year 2015, Mr. Wobensmith’s annual base salary was $600,000.  The Compensation Committee took into account Mr. Wobensmith’s relationships with lenders in the shipping industry and his efforts to obtain bank consents necessary to consummate the business combination between Genco and Baltic Trading and otherwise carry out the business combination as approved by Genco’s Board and its Baltic Transaction Committee; to integrate the businesses of the two companies following the business combination; and to enable Genco to enter into the $98 Million Credit Facility.  The Compensation Committee also considered Mr. Wobensmith’s efforts to reduce Genco’s operating expenses and general and administrative expenses.  Given Mr. Wobensmith’s leadership and strategic role as Genco’s President, the Compensation Committee deemed it appropriate for a significant portion of his incentive compensation to be comprised of restricted stock in order to continue to align his interests and objectives with those of Genco’s shareholders. In recognition of his efforts and accomplishments, Genco’s Compensation Committee recommended, and Genco’s Board approved, a discretionary bonus to Mr. Wobensmith of $200,000 and a restricted stock grant of 204,081 shares of common stock, representing a grant having a value of $200,000 divided by the closing price of Genco’s stock reported on the NYSE on February 10, 2016, of $0.49, with fractional shares rounded down.  

Apostolos D. Zafolias.    For fiscal year 2015, Mr. Zafolias’ annual base salary was $280,000. The Compensation Committee took into account Mr. Zafolias’ efforts to carry out the business combination between Genco and Baltic Trading and integrate the businesses of the two companies; to obtain bank consents necessary to consummate the business combination; and to enable Genco to enter into the $98 Million Credit Facility; as well as management’s recommendations for his compensation. Genco’s Compensation Committee therefore recommended, and Genco’s Board approved, a cash bonus award of $91,000 for his performance in 2015. 

Joseph Adamo.    As for fiscal year 2015, Mr. Adamo’s annual base salary was $280,000. The Compensation Committee took into account Mr. Adamo’s efforts to carry out the business combination between Genco and Baltic Trading and integrate the businesses of the two companies as well as management’s recommendations for his compensation.  Genco’s Compensation Committee therefore recommended, and Genco’s Board approved, a cash bonus award of $75,000 for his performance in 2015.  

Severance Benefits 

Employment Agreements.    Genco entered into an employment agreement with John C. Wobensmith, its President, on September 21, 2007, as amended on March 26, 2014 and June 23, 2014 (the “Genco Employment Agreement”).  The Genco Employment Agreement provides for a base salary of $300,000 during the term, which may be increased but not decreased. The Genco Employment Agreement also confirms Mr. Wobensmith’s eligibility to receive cash bonuses and awards under any successor plan to Genco’s 2005 Equity Incentive Plan in amounts that Genco’s Compensation Committee may determine. The general terms of the Genco Employment Agreement are described in greater detail under the heading “Executive Employment Agreement” on page 19. The Genco Employment Agreement provides for payments upon termination of his employment under certain conditions, which are described under the heading “Potential Payments upon Termination or Change-in-Control—Executive Employment Agreement” on page 20.

Genco entered into the Genco Employment Agreement with Mr. Wobensmith to retain him, particularly in the event of an actual or rumored change in control. The provisions under the Genco Employment Agreement relating to a change in control serve to align his interests with those of Genco’s shareholders by enabling Mr. Wobensmith to consider corporate transactions that are in the best interests of Genco’s shareholders and its other constituents without undue concern over whether the transactions may jeopardize his employment. The change of control payments under the Genco Employment Agreement are subject to a “double trigger,” meaning that the payments are not awarded upon a change of control unless he terminates his employment for good reason or his employment is terminated without cause (other than for death or disability) within two years of a change of control. The vesting of Mr. Wobensmith’s restricted stock, as with all restricted stock granted to directors, officers, and other employees to date, remains subject

 

to a “single trigger” and thus vests immediately upon a change of control. Genco believes this structure strikes a balance between providing appropriate performance incentives and its executive retention goals.

Name and Principal Position (a)	Year (b)		Salary ($) (c)				Bonus ($) (d)				Stock Awards ($)(1) (e)				Warrant Awards ($)(2) (f)				All Other Compensation ($) (i)					Total ($) (j)
John C.	2015		$	600,000			$	200,000				—(3)				—			$	18,603	(4)			$	818,603
Wobensmith	2014		$	504,384			$	807,500			$	5,313,900			$	10,886,154			$	15,600	(4)			$	17,527,538
President	2013		$	500,000			$	950,000			$	2,288,000				—			$	15,300	(4)			$	3,753,300
Apostolos D.
Zafolias	2015		$	280,000			$	91,000				—				—			$	18,603	(4)			$	389,603
Chief Financial	2014		$	190,000			$	180,000			$	379,820			$	930,762			$	15,600	(4)			$	1,696,182
Officer(5)
Joseph Adamo
Chief	2015		$	280,000			$	75,000				—				—			$	18,603	(4)			$	373,603
Accounting	2014		$	237,000			$	225,000			$	115,280			$	282,496			$	15,600	(4)			$	875,376
Officer(5)
Peter C.	2015			—			$	100,000				—(6)				—			$	560,000	(7)(8)			$	660,000
Georgiopoulos	2014			—			$	937,500			$	18,446,995			$	40,823,080			$	560,000	(7)(8)			$	60,767,575
Chairman	2013			—			$	1,577,570			$	6,301,157				—			$	560,000	(7)(8)			$	4,983,078

Outstanding Warrant and Equity Awards at Fiscal Year End
	Warrant Awards														Equity Awards
Name (a)		Number of Securities  Underlying Unexercised Warrants (#)(1) Exercisable (b)				Number of Securities Underlying Unexercised Warrants (#)(1) Unexercisable (c)				Warrant Exercise Price ($) (e)			Warrant Expiration Date (f)		Number of Shares of Stock That Have Not Vested (g)					Market Value of Shares of Stock that Have Not Vested ($) (h)(5)
John C. Wobensmith			158,704				317,409			$	25.91		8/7/23			148,080	(2)			$	220,639
			164,467				328,935			$	28.73		8/7/23
			247,319				494,639			$	34.19		8/7/23
Total			570,490				1,140,983
Apostolos D. Zafolias			13,569				27,140			$	25.91		8/7/23			12,661	(2)			$	18,864
			14,062				28,124			$	28.73		8/7/23
			21,145				42,292			$	34.19		8/7/23
Total			48,776				97,556
Joseph Adamo			4,118				8,238			$	25.91		8/7/23			3,843	(2)			$	5,726
			4,268				8,536			$	28.73		8/7/23
			6,418				12,836			$	34.19		8/7/23
Total			14,804				29,610
Peter C. Georgiopoulos			595,166				1,190,332			$	25.91		8/7/23			555,300	(2)			$	827,397
			616,752				1,233,505			$	28.73		8/7/23
			927,447				1,854,894			$	34.19		8/7/23
Total			2,139,365				4,278,731

Stock Vested
Name (a)		Number of Shares Acquired on Vesting (d)				Value Realized on Vesting ($) (1)(2) (e)
John C. Wobensmith
Genco			74,040(2)			$	532,348
Baltic Trading			697,917			$	1,046,876
Total			771,957			$	1,579,224
Peter C. Georgiopoulos
Genco			277,650			$	1,996,304
Baltic Trading			1,214,852			$	1,822,278
Total			1,492,502			$	3,818,582
Apostolos D. Zafolias			6,330(2)			$	45,513
Joseph Adamo			1,921(2)			$	13,812

		Termination by Executive for Good Reason or by Company without Cause									Death or Disability
		Change of Control(1)					No Change of  Control
Cash Severance Payment			$	16,091,470				$	3,707,500			$	600,000
Estimated Present Value of Continued Benefits Following Termination(2)			$	179,298				$	110,236			$	55,416

Name		Value of Restricted Stock Subject to Accelerated Vesting ($)
		Change of Control				Termination without Cause				Death or Disability
John C. Wobensmith		$	220,639			$	220,639			$	36,773
Apostolos D. Zafolias		$	18,864				—			$	3,144
Joseph Adamo		$	5,726				—			$	954
Peter C. Georgiopoulos		$	827,397			$	827,397			$	827,397

Name of Director (a)		Fees Earned or Paid in Cash ($) (1) (b)				Stock Awards ($)  (2)  (c)				All Other Compensation ($) (g)				Total ($) (h)
Ian R. Ashby		$	86,000			$	83,247	(3)			—			$	169,247
Eugene I. Davis		$	92,500			$	83,247	(3)			—			$	175,747
James G. Dolphin		$	87,000			$	83,247	(3)			—			$	170,247
Michael J. Leffell		$	88,500			$	83,247	(3)			—			$	171,747
William Manuel			—				—				—				—
Kevin Mahony			—				—				—				—
Basil G. Mavroleon
Genco		$	29,577			$	83,247				—			$	112,824
Baltic Trading		$	132,557				—				—			$	132,557
Total		$	162,134			$	83,247				—			$	245,381
Bao D. Truong			—				—				—				—

Plan category			Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders			—		$	—		—
Equity compensation plans not approved by security holders			8,667,461		$	30.31			3,313,353
Total			8,667,461		$	30.31		3,313,353

Name and Address of Beneficial Owner (1)		Amount of Common Stock Beneficially Owned				Percentage of Common Stock Outstanding
Peter C. Georgiopoulos			4,222,809	(2)			5.55	%
John C. Wobensmith			1,112,965	(3)			1.50	%
Apostolos Zafolias			66,632	(4)			*
Joseph Adamo			22,503	(5)			*
Peter Kirchof			—				—

Eugene I. Davis			—	(6)			—
James G. Dolphin			—	(6)			—
Kevin Mahony			—				—
Basil G. Mavroleon			12,134	(7)			*
Arthur L. Regan			—				—
Bao D. Truong			—				—
Investment funds affiliated with Centerbridge Partners, L.P.			22,761,625	(8)			30.95	%
Investment funds affiliated with Apollo Global Management, LLC			10,240,593	(9)			13.92	%
Investment funds affiliated with Strategic Value Partners, LLC			12,633,679	(10)			17.18	%
Investment funds affiliated with Alden Global Capital Ltd			5,194,546	(11)			7.05	%
All current directors and executive officers as a group (11 persons)			5,437,043				7.08	%

Type of Fees		2015 ($ in thousands)				2014 ($ in thousands)
Audit Fees		$	371			$	562
Audit-Related Fees		$	152			$	848
Tax Fees		$	0			$	0
All Other Fees		$	0			$	0
Total		$	523			$	1410

 

GENCO SHIPPING & TRADING LIMITED299 PARK AVENUE12TH FLOORNEW YORK, NY  10171VOTE BY INTERNET - www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by Genco Shipping & Trading Limited in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY  11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:M31643-P07926KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) in the line belowGenco Shipping & Trading LimitedThe Board of Directors recommends you vote FOR Items 1 and 2.Vote on DirectorsForAll0WithholdAll0For AllExcept01.Election of DirectorsNominees:01)Peter C. Georgiopoulos02)Eugene I. Davis03)James G. Dolphin04)Peter Kirchof05)Kevin Mahony  06)Basil G. Mavroleon07)Arthur L. Regan 08)Bao D. TruongVote on ProposalsForAgainstAbstain2.Ratification of the appointment of Deloitte & Touche LLP as the independent auditors of Genco for the fiscal year ending December 31, 2016.000NOTE:  Such other business as may properly come before the meeting or any adjournment thereof.For address change/comments, mark here.  (see reverse for instructions)0Please indicate if you plan to attend this meeting.00YesNoPlease sign exactly as your name(s) appear(s) hereon.  When signing as attorney, executor, administrator, or other fiduciary, please give full titles as such.  Joint owners should each sign personally.  All holders must sign.  If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

 

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Company’s Notice and Proxy Statement for the 2016 Annual Meeting of Shareholders and its2015 Annual Report to Shareholders are available at www.proxyvote.com.M31644-P07926GENCO SHPPING & TRADING LIMITEDTHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSANNUAL MEETING OF SHAREHOLDERSMay [18], 2016The shareholder(s) hereby appoint(s) Peter C. Georgiopoulos and John C. Wobensmith, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Genco Shipping & Trading Limited that the shareholder(s) is/are entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders to be held at 10:00 a.m. Eastern Time on May [18], 2016, at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY, and any adjournment or postponement thereof, with all the powers the shareholders would possess if present at the meeting. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER(S). IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSAL 2 AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.Address change/comments:(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)Continued and to be signed on reverse side

 

 

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